WHEREAS , in connection with Amendment No. 2 to the Credit Agreement the parties desire to amend and restate the Existing Guarantee as set forth herein;

WHEREAS , it was a condition precedent to the effectiveness of the Credit Agreement that each Guarantor shall have executed and delivered this Guarantee in connection with each of the representations, warranties, covenants, indemnities (including but not limited to any indemnification for environmental conditions) and Obligations of the Borrowers with respect to the Administrative Agent and the Lenders under each of the Credit Documents (collectively, the “ Guarantee Obligations ”); and

WHEREAS , the Guarantors and the Administrative Agent have agreed to amend and restate the Existing Guarantee to, among other things, reflect the limitations provided for in Section 2 below.

NOW, THEREFORE , based upon the foregoing Recitals and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Guarantor, intending to be legally bound, hereby agrees as follows:

1.              Amendment and Restatement; Defined Terms .  This Guarantee amends, restates and replaces the Existing Guarantee in its entirety.  Notwithstanding the foregoing or any other provision of this Guarantee, if either of the events set forth in Section 2(b)(i) and (ii) below occur at any time within ninety (90) days of the Amendment Effective Date, this Guarantee, at the Administrative Agent’s option, shall be rendered null and void and the Existing Guarantee shall be reinstated in its original form.  The following terms are defined for purposes of this Guarantee as follows:

(a)            “ Consolidated Subsidiaries ” shall mean any Subsidiary of Parent, or any other entity, which is consolidated with Parent in accordance with GAAP or which is required under GAAP to be consolidated with Parent.

(b)            “ Pledged Collateral ” shall have the meaning assigned thereto in the Pledge Agreement.

2.              Guarantee of Payment and Performance .

(a)            Each Guarantor, jointly and severally, hereby unconditionally and irrevocably guarantees to the Administrative Agent and the Lenders the prompt and complete payment and performance by each Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the Guarantee Obligations, provided that the Guarantors shall have no liability hereunder and under the other Credit Documents other than as specifically stated and in the maximum amounts set forth in Sections 2(b) and (c) below.

(b)            The liability of the Guarantors hereunder and under the Credit Documents shall be in the full amount of the Guarantee Obligations, if, at any time within ninety (90) days of the Amendment Effective Date:

(i)             a voluntary bankruptcy or insolvency proceeding is commenced by any Borrower or Guarantor under the U.S. Bankruptcy Code or any similar federal or state law; or

(ii)            an involuntary bankruptcy or insolvency proceeding is commenced against any Borrower or any Guarantor under the U.S. Bankruptcy Code or any similar federal or

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state law and an order for relief is entered in such proceeding (whether or not such order for relief is entered within such ninety (90) day period).

(c)            Except as provided in the preceding clauses (a) and (b), the maximum liability of the Guarantors hereunder and under the Credit Documents shall in no event exceed an amount equal to $10,000,000 in the event of:

(i)             a voluntary bankruptcy or insolvency proceeding is commenced by any Borrower, 2 Herald Mezz or 885 Third Mezz under the U.S. Bankruptcy Code or any similar federal or state law but only, in the case of 2 Herald Mezz or 885 Third Mezz, until such time as the Guarantee Release Event or the Guarantee Release Event – 2 Herald Mezz, as applicable, has occurred;

(ii)            an involuntary bankruptcy or insolvency proceeding is commenced against any Borrower, 2 Herald Mezz or 885 Third Mezz under the U.S. Bankruptcy Code or any similar federal or state law and an order for relief is entered in such proceeding but only, in the case of 2 Herald Mezz or 885 Third Mezz, until such time as the Guarantee Release Event or the Guarantee Release Event – 2 Herald Mezz, as applicable, has occurred;

(iii)           any Act of Insolvency not described by the immediately preceding clauses (i) or (ii) above (other than an Act of Insolvency described in clause (v) of the definition thereof consisting only of an admission by a Borrower of its inability to pay its debts when due) occurs with respect to any Person identified in such clauses, but only, in the case of 2 Herald Mezz or 885 Third Mezz, until such time as the Guarantee Release Event or the Guarantee Release Event - 2 Herald Mezz, as applicable, has occurred;

(iv)           fraud or intentional misrepresentation by any Borrower, any Guarantor, 2 Herald Mezz or 885 Third Mezz in connection with the execution and the delivery of the Amendment No. 2, this Guarantee or any other Credit Document;

(v)            any material breach by the Borrowers of the separateness covenants contained in Section 5.23 of the Credit Agreement, other than with respect to a Past Disclosed Separateness Issue;

(vi)           any breach by the Borrowers of the covenant contained in 6.4 of the Credit Agreement; or

(vii)          in the event of any bankruptcy or insolvency proceeding of any of the Guarantors (or any of their Affiliates), the assets of any Borrower are successfully claimed or otherwise recovered by such Guarantor’s (or any of their Affiliates) bankruptcy estate in connection with such proceeding in any manner for any reason.

For purposes of clause (v) above, “Past Disclosed Separateness Issue” means the separateness covenant issues disclosed on Schedule 2(d).

(d)           In addition to the foregoing and notwithstanding any limitation on liability set forth in subsections (a), (b) or (c) above, Guarantors shall be jointly and severally liable for any actual losses, damages, costs or expense incurred by the Administrative Agent or the Lenders resulting from any material breach by the Guarantors of any of the representations, warranties or covenants contained in any Credit Document (including without limitation reasonable legal fees and other costs of enforcement), in

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each case to the extent adversely affecting any Borrower’s properties or any Collateral; provided, however, that unless knowing, willful or fraudulent, the Guarantors shall have no liability with respect to (x) the breach of any representation, warranty or covenant contained in Schedule 1.1(a)  to the Credit Agreement with respect to a Mortgage Asset, (y) the breach of any representations, warranties and covenants relating to Environmental Matters or (z) any indemnity for costs incurred in connection with the violation of any Environmental Matters, or any Indemnity for costs incurred in connection with the violation of any Environmental Law, the correction of any environmental condition, or the removal of any Materials of Environmental Concern.

The provisions of this Section 2(d) are also subject to the following understanding concerning interest and principal of the Loans:  (i) in this Section 2(d), “actual losses, damages, costs and expenses” shall not include interest or principal of the Loans with respect to any breach occurring on or after the Amendment Effective Date; and (ii) with respect to any breach to which this Section 2(d) applies that occurred prior to the Amendment Effective Date, the calculation of the actual losses, damages, costs or expenses incurred by the Administrative Agent or the Lenders resulting from such breach may include losses, costs, damages and expenses resulting from the Administrative Agent’s failure to receive amounts that were owed by the Borrower or to realize amounts from the Collateral that would have been applied to pay interest and principal of the Loans.

Notwithstanding the fact that the Guarantors are party to the Credit Agreement, any payment obligation of the Guarantors with respect to any asserted violation or breach of any provision of the Credit Agreement prior to the date hereof and as set forth in Schedule 2(d) shall be limited to the indemnity set forth in the preceding paragraph.

(e)           Nothing herein (including, without limitation, subsections (a), (b) or (c) above) shall be deemed to be a waiver of any right which the Administrative Agent or any Lender may have under Section 506(a), 506(b), 1111(b) or any other provision of the U.S. Bankruptcy Code to file a claim against any of the Borrowers or to the extent of a consolidation of the Borrower’s assets with those of any Guarantor(s), such Guarantor(s), for the full amount of the Indebtedness secured by the Credit Agreement or to require that all Collateral shall continue to secure all of the Indebtedness owing to the Lenders and the Administrative Agent in accordance with the Credit Agreement or any other Credit Documents.

(f)            Notwithstanding the limitations set forth in subsections 2(a), (b) or (c) above, each Guarantor hereby agrees to pay all reasonable costs, fees and expenses (including reasonable attorneys’ fees) incurred by the Administrative Agent or the Lenders in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Guarantee Obligations and/or enforcing any rights with respect to, or collecting against, any Guarantor under this Guarantee.  The obligations contained in this Section 2(f)  shall survive the termination of this Guarantee.

(g)           No payment or payments made by any Borrower or any other Person or received or collected by the Administrative Agent or any Lender from any Borrower or any other Person by virtue of any action or proceeding or any set-off or appropriation or application, at any time or from time to time, in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantors hereunder which shall, notwithstanding any such payment or payments, remain liable for the amount of the Obligations until the Obligations are paid in full, subject to the limitations set forth in subsections 2(a), (b) or (c) above.

(h)           Each Guarantor agrees that whenever, at any time, or from time to time, any Guarantor shall make any payment to the Administrative Agent for the ratable benefit of the Lenders on account of such Guarantor’s liability hereunder, such Guarantor will notify the Administrative Agent in writing that such payment is made under this Guarantee for such purpose.

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3.             Release of Collateral, Parties Liable, etc.

Each Guarantor agrees that (a) any or all of the Collateral, the Pledged Collateral and other collateral, security and Property now or hereafter held for the Guarantee or the Guarantee Obligations may be exchanged, released, terminated, modified, sold, assigned, participated, pledged, compromised, surrendered or otherwise transferred or disposed of from time to time; (b) except as expressly set forth in the Credit Documents, the Administrative Agent and the Lenders shall have no obligation to protect, perfect, secure or insure any Collateral, the Pledged Collateral or any collateral, security, Property, Liens, interests or encumbrances now or hereafter held for the Guarantee or the Guarantee Obligations or the Properties subject thereto; (c) the time, place, manner or terms of payment of the Guarantee Obligations may be changed or extended, in whole or in part, to a time certain or otherwise, and may be renewed or accelerated, in whole or in part; (d) the Borrowers, the Pledgors, the other Credit Parties and other Persons may be granted indulgences generally; (e) any of the provisions of the Credit Agreement and the other Credit Documents and the Guarantee Obligations may be modified, amended, waived, supplemented, replaced or restated from time to time; (f) any party liable for the payment of the Guarantee Obligations, including, without limitation, other guarantors, may be granted indulgences or released; and (g) any deposit balance for the credit of the Borrowers or any other Person liable for the payment of the Guarantee Obligations, including, without limitation, other guarantors, or liable upon any security therefor, may be released, in whole or in part, at, before and/or after the stated, extended or accelerated maturity of the Guarantee Obligations, all of the foregoing in clauses (a) through (g) without notice to or further assent by such Guarantor, who shall remain bound thereon, notwithstanding any such exchange, compromise, surrender, extension, renewal, acceleration, modification, indulgence, release or other act.

4.             Waiver of Rights .

Each Guarantor expressly waives:  (a) notice of acceptance of this Guarantee by the Administrative Agent, the Lenders or any other Guarantor and of all extensions of credit, loans or advances to or purchases from the Borrowers by the Administrative Agent or the Lenders; (b) presentment and demand for payment of any of the Guarantee Obligations; (c) protest and notice of dishonor or of default to such Guarantor or to any other Person with respect to the Guarantee Obligations or with respect to any collateral, security or Property therefor; (d) notice of the Administrative Agent or the Lenders obtaining, amending, substituting for, releasing, waiving, modifying, extending, replacing or restating all or any portion of the Guarantee Obligations, the Credit Agreement, any other Credit Document, other guarantees or any Lien now or hereafter securing the Guarantee Obligations or the Guarantee, or the Administrative Agent or the Lenders subordinating, compromising, discharging, terminating or releasing such Liens; (e) notice of the execution and delivery by the Borrowers, the Administrative Agent, the Lenders or any other Person of any other loan, purchase, credit or security agreement or document or of the Borrowers’ or such other Person’s execution and delivery of any promissory notes or other documents arising under or in connection with the Credit Documents or in connection with any purchase of the Borrowers’ or such other Person’s Property or assets; (f) notice of any kind concerning the assets, liabilities, financial condition, creditworthiness, businesses, prospects or other affairs of the Borrowers or any other Person; (g) notice of the occurrence of any breach by the Borrowers, the Pledgors, any other Credit Party or any other Person or of any Event of Default; (h) notice of the Administrative Agent’s or the Lenders’ transfer, disposition, assignment, sale, pledge or participation of the Guarantee Obligations, the Collateral, the Pledged Collateral, the Credit Documents, the Mortgage Loan Documents, or any collateral, security or Property for the Guarantee or the Guarantee Obligations or any portion of the foregoing; (i) notice of the sale or foreclosure (or posting or advertising for sale or foreclosure) of all or any portion of any Collateral, the Pledged Collateral or any collateral, security or Property for the Guarantee or the Guarantee Obligations; (j) notice of the protest, proof of non–payment or default by the Borrowers or any other Person; (k) any other action at any time taken or

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omitted by the Administrative Agent or the Lenders, and, generally, all demands and notices of every kind in connection with this Guarantee, the Credit Documents, the Guarantee Obligations, the Collateral, the Pledged Collateral, any collateral, security or Property for the Guarantee or the Guarantee Obligations, the Mortgage Loan Documents, any documents or agreements evidencing, securing or relating to any of the Guarantee or the Guarantee Obligations and the obligations hereby guaranteed; (l) all other notices to which the Guarantor might otherwise be entitled; (m) demand for payment under this Guarantee; and (n) any right to assert against the Administrative Agent or the Lenders, as a defense, counterclaim, set–off or cross–claim, any defense (legal or equitable), set–off, counterclaim or claim of any kind or nature whatsoever that the Guarantor may now or hereafter have against the Administrative Agent or the Lenders (other than payment in full of the Guarantee Obligations), the Borrowers or any other Person.  It shall not be necessary for the Administrative Agent or the Lenders (and each Guarantor hereby waives any rights which such Guarantor may have to require the Administrative Agent or the Lenders), in order to enforce the obligations of each Guarantor hereunder, to (i) institute suit, enforce its rights or exhaust its remedies against the Borrowers, the Pledgors, any other Credit Party, others liable on the Guarantee Obligations, the Obligors or any other Person, (ii) enforce the Administrative Agent’s or the Lenders’ rights or exhaust its remedies under or with respect to the Mortgage Loan Documents and the collateral and Property secured thereby, the Collateral, the Pledged Collateral or any collateral, security or Property which shall ever have been given to secure the Guarantee or the Guarantee Obligations, (iii) enforce the Administrative Agent’s or the Lenders’ rights against any other guarantors of the Guarantee Obligations, (iv) join the Borrowers, others liable on the Guarantee Obligations or any other Person in any action seeking to enforce this Guarantee, (v) mitigate damages or take any other action to reduce, collect or enforce the Guarantee Obligations or (vi) resort to any other means of obtaining payment of the Guarantee Obligations.

5.             Guarantee Absolute and Unconditional .

The obligations of each Guarantor under this Guarantee are absolute and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of the Borrowers under the Credit Agreement and, to the fullest extent permitted by applicable law, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this Section 5 that the obligations of each Guarantor hereunder shall be absolute and unconditional under any and all circumstances, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this Guarantee, irrespective of whether any action is brought against the Borrowers, the Pledgors, any other Guarantors or any other Credit Party or whether the Borrowers, the Pledgors, the other Guarantors or any other Credit Party are joined in any such action or actions.  The validity of this Guarantee, the obligations of each Guarantor hereunder and the Administrative Agent’s and the Lenders’ rights and remedies for the enforcement of the foregoing shall in no way be terminated, abated, reduced, released, modified, changed, discharged, diminished, affected, limited or impaired in any manner whatsoever by the happening from time to time of any event or condition of any kind whatsoever, including, without limitation, any of the following (and each Guarantor hereby waives any common law, equitable, statutory, constitutional, regulatory or other rights (including rights to notice) which such Guarantor might have as a result of or in connection with any of the following):  (a) the assertion or non–assertion by the Administrative Agent or the Lenders of any of the rights or remedies available to the Administrative Agent or the Lenders pursuant to the provisions of the Credit Documents, the Mortgage Loan Documents or pursuant to any Requirement of Law; (b) the waiver by the Administrative Agent or the Lenders of, or the failure of the Administrative Agent or the Lenders to enforce, or the lack of diligence by the Administrative Agent or the Lenders in connection with, the enforcement of any of its rights or remedies under the Credit Documents, the Mortgage Loan Documents, the Collateral, the Pledged Collateral or any collateral, security or Property for the Guarantee or the Guarantee Obligations; (c) the granting by the Administrative Agent or the Lenders of (or failure by the Administrative Agent or the Lenders to grant) any indulgence, forbearance,

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adjustment, compromise, consent, approval, waiver or extension of time; (d) the occurrence of any Default or Event of Default under the Credit Agreement, or the occurrence of any similar event (howsoever described) under any agreement or instrument referred to therein; (e) any delay, failure or inability of any Borrower, Pledgor, Guarantor or any other Credit Party in respect of any of the Guarantee Obligations to perform, willful or otherwise, any provision of the Credit Agreement beyond any applicable cure periods; (f) any action or failure to act by the Administrative Agent or the Lenders that adversely affects any Guarantor’s right of subrogation arising by reason of any performance by such Guarantor of this Guarantee; (g) any suit or other action brought by, or any judgment in favor of, any beneficiaries or creditors of, any Borrower, Pledgor, Guarantor, other Credit Party or any other Person for any reason whatsoever, including any suit or action in any way disaffirming, repudiating, rejecting or otherwise calling into question any issue, matter or thing in respect of the Credit Agreement; (h) any lack or limitation of status or of power, incapacity or disability of any Borrower, the Pledgor, Guarantor or any other Credit Party in respect of any of the Guarantee Obligations; (i) the exercise by the Administrative Agent or the Lenders of or failure to exercise any so–called self–help remedies; (j) any act, omission or condition that might in any manner or to any extent vary, alter, increase, extend or continue the risk to such Guarantor or might otherwise operate as a discharge or release of such Guarantor under Requirements of Law; (k) any full or partial release or discharge of or accord and satisfaction with respect to liability for the Guarantee Obligations, or any part thereof, of the Borrowers, the Guarantors, the Pledgors, any other Credit Party, any co–guarantors or any other Person now or hereafter liable, whether directly or indirectly, jointly, severally, or jointly and severally, to pay, perform, guarantee or assure the payment of the Guarantee Obligations, or any part thereof; (l) the impairment, modification, change, release, discharge or limitation of the liability of the Borrowers, the Guarantors, the Pledgors, any other Credit Party, any Obligor or any Person liable for or obligated on the Guarantee Obligations, or any of their estates in bankruptcy, resulting from or pursuant to the bankruptcy or insolvency of any of the foregoing or the application of the Insolvency Laws or of or any decision of any court of the United States or any state thereof; (m) any present or future Requirements of Law or order of any Governmental Authority ( de jure or de facto ) purporting to reduce, amend or otherwise affect the Guarantee Obligations or to vary any terms of payment, satisfaction or discharge thereof; (n) the waiver, compromise, settlement, release, extension, acceleration, amendment, change, modification, substitution, replacement, reduction, increase, alteration, rearrangement, renewal or termination of the terms of the Guarantee Obligations, the Credit Documents, the Collateral, the Pledged Collateral, any collateral, security or Property for the Guarantee or the Guarantee Obligations, the Mortgage Loan Documents, any or all of the obligations, covenants or agreements of the Borrowers, the Pledgors, the other Credit Parties, the Obligors or any other Person under the Credit Documents or Mortgage Loan Documents (except by satisfaction in full of all Guarantee Obligations) or of the Guarantors under this Guarantee and/or any failure of the Administrative Agent or the Lenders to notify the Guarantors of any of the foregoing; (o) the extension of the time for satisfaction, discharge or payment of the Guarantee Obligations or any part thereof owing or payable by the Borrowers or any other Person under the Credit Documents or of the time for performance of any other obligations, covenants or agreements under or arising out of this Guarantee or the extension or renewal of any thereof; (p) any existing or future offset, claim or defense (other than payment in full of the Guarantee Obligations) of the Borrowers or any other Person against the Administrative Agent or the Lenders or against payment of the Guarantee Obligations, whether such offset, claim or defense arises in connection with the Guarantee Obligations (or the transactions creating same) or otherwise; (q) the taking or acceptance or the existence of any other guarantee of or collateral, security or Property for the Guarantee Obligations in favor of the Administrative Agent, the Lenders or any other Person specified in the Credit Documents or the enforcement or attempted enforcement of such other guarantee, collateral, security or Property; (r) any sale, lease, sublease or transfer of or Lien on all or a portion of the assets or Property of the Borrowers, the Pledgors, the Guarantors or any other Credit Party, or any changes in the shareholders, partners or members of the Borrowers, the Pledgors, the Guarantors or any other Credit Party, or any reorganization, consolidation or merger of the Borrowers, the Pledgors, the Guarantors or any other Credit Party; (s) any consolidation or amalgamation of the

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Borrowers, the Pledgors, the Guarantors or any other Credit Party with, any merger of the Borrowers, the Pledgors, the Guarantors or any other Credit Party with or into, or any transfer by the Borrowers, the Pledgors, the Guarantors or any other Credit Party of all or substantially all their assets to, another Person, any change in the legal or beneficial ownership of ownership interests issued by the Borrowers, the Pledgors, the Guarantors or any other Credit Party, or any other change whatsoever in the objects, capital structure, constitution or business of the Borrowers, the Pledgors, the Guarantors or any other Credit Party; (t) the invalidity, illegality or unenforceability of all or any part of the Guarantee Obligations, the Credit Documents, the Collateral, the Pledged Collateral, any collateral, security or Property for the Guarantee or the Guarantee Obligations, the Mortgage Loan Documents or any document or agreement executed in connection with the foregoing, for any reason whatsoever, including, without limitation, the fact that (1) the Guarantee Obligations, or any part thereof, exceeds the amount permitted by Requirements of Law or violates usury laws, (2) the act of creating the Guarantee Obligations, the Mortgage Assets, the Collateral, the Pledged Collateral, any collateral, security or Property for the Guarantee or the Guarantee Obligations or any part of the foregoing is ultra vires , (3) the officers or representatives executing the Mortgage Loan Documents or Credit Documents or otherwise creating the Guarantee Obligations, the Mortgage Assets, the Collateral, the Pledged Collateral or any collateral, security or Property for the Guarantee or the Guarantee Obligations acted in excess of their authority, (4) the Borrowers, the Pledgors, any other Credit Party, any Obligor or any other Person has valid defenses, claims or offsets (whether at law, in equity or by agreement) which render the Guarantee Obligations wholly or partially uncollectible, (5) the creation, performance or repayment of the Guarantee Obligations, the Mortgage Assets, the Collateral, the Pledged Collateral or any collateral, security or Property for the Guarantee or the Guarantee Obligations (or the execution, delivery and performance of any Credit Document, Mortgage Loan Document or document or instrument representing part of the Guarantee Obligations, the Mortgage Assets, the Collateral, the Pledged Collateral, any collateral, security or Property for the Guarantee or the Guarantee Obligations or executed in connection with the Guarantee Obligations, the Mortgage Assets, the Collateral, the Pledged Collateral or any collateral, security or Property for the Guarantee or the Guarantee Obligations, or given to secure the repayment of the Guarantee Obligations, the Mortgage Assets or the other Collateral) is illegal, uncollectible or unenforceable or (6) any Mortgage Loan Document, any Credit Document or any other document, agreement or instrument has been forged or otherwise is irregular or not genuine or authentic; (u) any release, termination, sale, pledge, participation, transfer, surrender, exchange, subordination, deterioration, waste, loss or impairment (including, without limitation, negligent, willful, unreasonable or unjustifiable impairment) of the Collateral, the Pledged Collateral or any collateral, security or Property at any time existing in connection with, or assuring or securing payment of, all or any part of the Guarantee or the Guarantee Obligations; (v) the failure of the Administrative Agent, the Lenders or any other Person to exercise diligence or reasonable care in the preservation, protection, enforcement, sale or other handling or treatment of all or any part of the Collateral, the Pledged Collateral or any other collateral, security or Property for the Guarantee or the Guarantee Obligations, including, but not limited to, any neglect, delay, omission, failure or refusal of the Administrative Agent or the Lenders (1) to take or prosecute any action for the collection of any of the Guarantee Obligations, the Pledged Collateral, any Collateral or any collateral, security or Property for the Guarantee or the Guarantee Obligations, (2) to foreclose, or initiate any action to foreclose, or, once commenced, prosecute to completion any action to foreclose, upon any Collateral, the Pledged Collateral or any security, collateral or Property for the Guarantee or Guarantee Obligations, or (3) to take or prosecute any action in connection with any instrument or agreement evidencing or securing all or any part of the Guarantee Obligations; (w) the fact that the Collateral, the Pledged Collateral or any collateral, security, Property or Lien contemplated or intended to be given, created or granted as security for the repayment of the Guarantee or the Guarantee Obligations, or any part thereof, shall not be properly perfected or created, or shall prove to be unenforceable or subordinate to any other Lien; (x) any payment by the Borrowers or any other Person to the Administrative Agent or the Lenders is held to constitute a preference under Insolvency Laws, or for any reason the Administrative Agent or the Lenders are required to refund such payment or pay such

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amount to any such Borrower or other Person; or (y) any event or action that would, in the absence of this Section 5 , result in the full or partial release, discharge or relief of such Guarantor from the performance or observance of any obligation, covenant or agreement contained in this Guarantee or any other agreement, whether or not such event or action increases the likelihood that such Guarantor will be required to pay the Guarantee Obligations pursuant to the terms hereof or thereof and whether or not such event or action prejudices such Guarantor, it being the unambiguous and unequivocal intention of each Guarantor that such Guarantor shall be obligated to pay the Guarantee Obligations when due, notwithstanding any occurrence, circumstance, event, action or omission whatsoever, whether contemplated or uncontemplated, and whether or not otherwise or particularly or expressly described herein, which obligation shall be deemed satisfied only upon the full and final indefeasible payment and satisfaction of the Guarantee Obligations.

6.             Primary Liability of the Guarantors .

Without limiting the foregoing provisions, each Guarantor agrees that this Guarantee may be enforced by the Administrative Agent and the Lenders without the necessity at any time of resorting to or exhausting any other security or collateral and without the necessity at any time of having recourse to any of the Credit Documents, the Collateral, the Pledged Collateral or any collateral, security or Property now or hereafter securing the Guarantee or the Guarantee Obligations or otherwise, and each Guarantor hereby waives the right to require the Administrative Agent or the Lenders to proceed against the Borrowers, the Pledgors, any other Credit Party, any Obligor or any other Person (including a co–guarantor) or to require the Administrative Agent or the Lenders to pursue any other remedy or enforce any other right.  Each Guarantor further agrees that such Guarantor shall have no right of subrogation, reimbursement or indemnity whatsoever against any Person, or any right of recourse to the Collateral, the Pledged Collateral or any collateral, security or Property for the Guarantee or the Guarantee Obligations, so long as any such Guarantee Obligations remain outstanding.  Each Guarantor further agrees that nothing contained herein shall prevent the Administrative Agent or the Lenders from suing on the Credit Agreement or any of the other Credit Documents or foreclosing its security interest in or Lien on any Collateral, the Pledged Collateral or any collateral, security or Property now or hereafter securing the Guarantee or the Guarantee Obligations or from exercising any other rights available to it under the Credit Agreement or any of the other Credit Documents or any other instrument of security if none of the Borrowers, the Pledgors, the Guarantors or any other Credit Party timely perform the obligations of the Borrowers, the Pledgors, all other Credit Parties or other Persons thereunder, and the exercise of any of the aforesaid rights and the completion of any foreclosure proceedings shall not constitute a discharge of such Guarantor’s obligations hereunder; it being the purpose and intent of each Guarantor that such Guarantor’s obligations hereunder shall be absolute, independent and unconditional under any and all circumstances.  Each Guarantor recognizes, acknowledges and agrees that such Guarantor may be required to pay the Guarantee Obligations in full (subject to the limit set forth in Section 2 ) without assistance or support of any other Person, and such Guarantor has not been induced to enter into this Guarantee on the basis of a contemplation, belief, understanding or agreement that other parties will be liable to pay or perform the Guarantee Obligations, or that the Administrative Agent or the Lenders will look to other parties to pay or perform the Guarantee Obligations.  Each Guarantor recognizes, acknowledges and agrees that it is not entering into this Guarantee in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectability or value of the Collateral, the Pledged Collateral or any of the collateral, security or Property for the Guarantee or the Guarantee Obligations or of the validity, enforceability or collectability of this Guarantee against any other Guarantor.

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7.              Payments .

Each Guarantor hereby agrees that the Guarantee Obligations will be paid to the Administrative Agent for the ratable benefit of the Lenders without set-off or counterclaim in U.S. Dollars at the address specified in writing by the Administrative Agent.

8.              Attorneys’ Fees and Costs of Collection .

Each Guarantor hereby agrees to pay all reasonable costs, fees and expenses (including reasonable attorneys’ fees) incurred by the Administrative Agent or the Lenders as provided in Section 2(f).

9.              Security Interests and Setoff .

Subject to the limitations set forth in Secti